Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 31, 2022, Skyline National Bank (the “Bank”), the wholly-owned subsidiary of Parkway Acquisition Corp. (the “Company”), entered into supplemental executive retirement plans for the benefit of certain of its executive officers, including Blake M. Edwards, Jr., Lori C. Vaught, Beth R. Worrell and Jonathan L. Kruckow, each as summarized below.
Supplemental Executive Retirement Plan for Blake Edwards
The supplemental executive retirement plan for the benefit of Blake M. Edwards, Jr., the President and Chief Executive Officer of the Company and the Bank, provides for a retirement benefit of $88,000 per year, payable monthly and continuing for his lifetime, beginning upon the later of Mr. Edwards’s separation from service from the Bank or reaching age 65, subject to the vesting schedule set forth in the plan. Mr. Edwards will be fully vested in his retirement benefit as of June 11, 2028. In addition, Mr. Edwards’s plan provides that Mr. Edwards’s retirement benefit will be fully vested upon a “Change in Control” (as defined in the plan).
Notwithstanding the foregoing, the plan provides that upon Mr. Edwards’s death while in service to the Bank, Mr. Edwards’s beneficiary will be entitled to receive the retirement benefit as if Mr. Edwards had survived to age 65, payable in 180 equal monthly payments. If Mr. Edwards is terminated by the Bank for “Cause,” the plan will terminate and no benefits will be payable under thereunder.
The full text of Mr. Edwards’s plan is attached as Exhibit 10.1 to this report and is incorporated by reference into this Item 5.02.
Supplemental Executive Retirement Plan for Lori Vaught
The supplemental executive retirement for the benefit of Lori C. Vaught, the Executive Vice President and Chief Financial Officer of the Company and the Bank, provides for a normal retirement benefit of $84,000 per year, payable monthly and continuing for her lifetime, upon Ms. Vaught’s separation from service from the Bank after reaching age 65. In addition, Ms. Vaught’s plan provides that Ms. Vaught’s normal retirement benefit will be fully vested upon a “Change in Control” (as defined in the plan).
If Ms. Vaught should separate from service from the Bank after reaching age 60 but before reaching age 65, she will be entitled to a prorated early retirement benefit (calculated in accordance with the plan), payable monthly and continuing for her lifetime, beginning after she reaches age 65.
Notwithstanding the foregoing, the plan provides that (i) upon Ms. Vaught’s separation from service as a result of a disability (as defined in the plan) while actively employed by the Bank, she will be entitled to a prorated retirement benefit (calculated in accordance with the plan), payable monthly and continuing for her lifetime, beginning after she reaches age 65, and (ii) upon Ms. Vaught’s death while in service to the Bank, Ms. Vaught’s beneficiary will be entitled to receive the normal retirement benefit as if Ms. Vaught had survived to age 65, payable in 180 equal monthly payments. If Ms. Vaught is terminated by the Bank for “Cause,” the plan will terminate and no benefits will be payable under thereunder.
The full text of Ms. Vaught’s plan is attached as Exhibit 10.2 to this report and is incorporated by reference into this Item 5.02.
Supplemental Executive Retirement Plan for Beth Worrell
The supplemental executive retirement for the benefit of Beth R. Worrell, the Executive Vice President and Chief Risk Officer of the Bank, provides for a normal retirement benefit of $60,000 per year, payable monthly and continuing for her lifetime, upon Ms. Worrell’s separation from service from the Bank after reaching age 65. In addition, Ms. Worrell’s plan provides that Ms. Worrell’s normal retirement benefit will be fully vested upon a “Change in Control” (as defined in the plan).
If Ms. Worrell should separate from service from the Bank after reaching age 60 but before reaching age 65, she will be entitled to a prorated early retirement benefit (calculated in accordance with the plan), payable monthly and continuing for her lifetime, beginning after she reaches age 65.
Notwithstanding the foregoing, the plan provides that (i) upon Ms. Worrell’s separation from service as a result of a disability (as defined in the plan) while actively employed by the Bank, she will be entitled to a prorated retirement benefit (calculated in accordance with the plan), payable monthly and continuing for her lifetime, beginning after she reaches age 65, and (ii) upon Ms. Worrell’s death while in service to the Bank, Ms. Worrell’s beneficiary will be entitled to receive the normal retirement benefit as if Ms. Worrell had survived to age 65, payable in 180 equal monthly payments. If Ms. Worrell is terminated by the Bank for “Cause,” the plan will terminate and no benefits will be payable under thereunder.
The full text of Ms. Worrell’s plan is attached as Exhibit 10.3 to this report and is incorporated by reference into this Item 5.02.
Supplemental Executive Retirement Plan for Jonathan Kruckow
The supplemental executive retirement for the benefit of Jonathan L. Kruckow, the Executive Vice President and Regional President, Virginia, of the Bank, provides for a normal retirement benefit of $60,000 per year, payable in 180 equal monthly payments, upon Mr. Kruckow’s termination of employment with the Bank after reaching age 60. In the event of a “Change in Control” (as defined in the plan), Mr. Kruckow will be entitled to receive his normal retirement benefit, payable in 180 equal monthly payments, beginning after the later Mr. Kruckow’s termination of employment with the Bank or reaching age 60.
Mr. Kruckow’s plan further provides that (i) upon Mr. Kruckow’s termination of employment due to a disability (as defined in the plan), he will be entitled to a prorated retirement benefit (calculated in accordance with the plan), payable in 180 equal monthly payments, beginning after he reaches age 60, and (ii) upon Mr. Kruckow’s death while employed by the Bank, Mr. Kruckow’s beneficiary will be entitled to receive the normal retirement benefit, payable in 180 equal monthly payments. If Mr. Kruckow is terminated by the Bank for “Cause,” the plan will terminate and no benefits will be payable under thereunder.
The full text of Mr. Kruckow’s plan is attached as Exhibit 10.4 to this report and is incorporated by reference into this Item 5.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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